The Integration Clause Contained Herein

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In further support of its position that the 2007 agreement constitutes a substitute contract, National Surety cites the integration clause contained therein which provides: “[t]he Parties do hereby acknowledge and agree that this Agreement constitutes their entire understanding with respect to the matters herein set forth.” (E. 890; Appellant’s Brief at p. 10) This argument is easily dispensed with because the scope of the integration clause is limited “with respect to the matters herein set forth.” In this case, the “matters herein set forth” relate only to the payment dispute that arose toward the completion of the project. Not only is the integration clause in the 2007 agreement clearly not broad enough to nullify the AIA Contract, it…show more content…
(Appellant’s Brief at 12, 15 (quoting Leisner, 252 Md. at 555 (“There does not have to be an expressed intention to substitute the new agreement for the previous contract.”)). Not only does this conclusion belie the terms of the 2007 agreement that expressly incorporate the AIA Contract, but this conclusion defies common sense. The parties do not dispute that the 2007 agreement arose out of a payment dispute between WCS and Metropolitan. The bargain reached in that agreement was a compromised sum of payment to WCS in exchange for the release of WCS’s claims for payment. Neither the text of the 2007 agreement nor the circumstances of that transaction evince any reason why the parties would have agreed to revive National Surety’s subrogation rights, as those rights had nothing to do with the subject of the 2007 settlement agreement. Stated differently, the consideration exchanged in the 2007 agreement indicates that the Waivers did not come within the scope of that agreement. The truism that the 2007 agreement is not a substitute contract is further demonstrated by the fact that counsel for National Surety expressly conceded to the Circuit Court that the 2007 agreement was intended to discharge fewer than all the rights and obligations of the AIA Contract. [NATIONAL SUREY]: They want to put the relationship to bed, binding, and ignore the old agreement in replacement for the rights and obligations under this agreement. THE COURT: With some

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